Exhibit 10.1


 


THIS PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “1933 ACT”).


 


NONE OF
THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS,
AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


PRIVATE PLACEMENT SUBSCRIPTION



FOR NON U.S. SUBSCRIBERS


Wave Sync, Corp.


 


PRIVATE PLACEMENT INSTRUCTIONS TO SUBSCRIBER:


 


COMPLETE the information on page 2 of this Subscription Agreement.


 


COURIER the originally executed copy of the entire Subscription
Agreement to


 


Wave Sync, Corp.


c/o 19 West 44th Street,
Suite 1001, New York, NY 10036 


Attention: Jiang Hui


 


Wave Sync, Corp. PRIVATE PLACEMENT


 


	The Subscriber hereby irrevocably subscribes for, and on Closing will purchase from the Company, the following securities at a price of US$3.2 per Share:
	 
	Shares


EXECUTED by the Subscriber this______day of______
, 2022. By executing this Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber
is acting is resident in the jurisdiction shown as the “Address of the Subscriber”. The address of the Subscriber will be
accepted by the Company as a representative as to the address of residency for the


 






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	WITNESS:	 	EXECUTION BY SUBSCRIBER:
	 	 	 
	 	 	X
	Signature of witness	 	Signature of Subscriber
	 	 	
	 	 	 
	Name of witness	 	Name of Subscriber (please print)
	 	 	 
	 	 	 
	ACCEPTED this_______ day of _______ , _________ . 	 	 
	 	 	Address of Subscriber (residence)
	Wave Sync, Corp.	 	 
	 	 	 
	Per:	 	 
	 	 	 
	 	 	 
	Authorized signatory	 	 
	 	 	 


By signing this acceptance, the Company agrees
to be bound by all representations, warranties, covenants and agreements on pages 5-12 hereof.


 


This Subscription Agreement
may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission
or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.


 






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Purchase of Shares


 


	1.	SUBSCRIPTION


 


1.1 The undersigned (the “Subscriber”)
hereby irrevocably subscribes for and agrees to purchase the number of ordinary shares of the Company (the “Shares”) as set
out on page 2 of this Subscription Agreement at a price of US$3.2 per Share (such subscription and agreement to purchase being the “Subscription”),
for the total subscription price as set out on page 2 of this Subscription Agreement (the “Subscription Proceeds”), which
Subscription Proceeds are tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions
set forth herein.


 


1.2 The Company hereby agrees to sell, on the
basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Shares. Subject
to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company. This offering is not subject to
any minimum or maximum offering.


 


1.3 Unless otherwise provided, all dollar amounts
referred to in this Subscription Agreement are in lawful money of the United States of America.


 


	2.	PAYMENT


 


2.1 The Subscription Proceeds must accompany this
Subscription Agreement and paid to the Escrow Agent (defined below) in accordance with the Payment Instructions attached hereto


 


2.2 The Subscriber acknowledges and agrees that
this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held by the Company’s
lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within
60 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds
and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth
in this Subscription Agreement without interest or deduction.


 


2.3 Where the Subscription Proceeds are paid to
the Company, the Company may treat the Subscription Proceeds as a non-interest bearing loan and may use the Subscription Proceeds prior
to this Subscription Agreement being accepted by the Company.


 


2.4 The Subscriber must complete, sign and return
to the Company an executed copy of this Subscription Agreement, including the attached completed Questionnaire.


 


2.5 The Subscriber shall complete, sign and return
to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required
by regulatory authorities, and applicable law.


 






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	3.	CLOSING


 


3.1 Closing of the purchase and sale of the Shares
shall occur on or before April 30, 2022, or on such other date as may be determined by the Company in its sole discretion
(the “Closing Date”). The Subscriber acknowledges that Shares may be issued to other subscribers under this offering (the
“Offering”) before or after the Closing Date. The Company, may, at its discretion, elect to close the Offering in one or more
closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery
of the Shares to such subscriber(s) against payment therefore at any time on or prior to the Closing Date.


 


	4.	ACKNOWLEDGEMENTS OF SUBSCRIBER



 


4.1 The Subscriber acknowledges and agrees that:


 


(a) none of the Shares have been registered
under the Securities Act of 1933, as amended (the “1933 Act”), or under any state securities or “blue sky” laws
of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of
the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except
pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state and provincial securities
laws;


 


(b) the Company will refuse to register
any transfer of any of the Shares not made in accordance with the provisions of Regulation D, pursuant to an effective registration statement
under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the
1933 Act;


 


(c) the decision to execute this Subscription
Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact
or otherwise made by or on behalf of the Company and such decision is based solely upon a review of information regarding the Company
provided by the Company to the Subscriber (the “Company Information”);


 


(d) the Subscriber and the Subscriber’s
advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company
regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense,
necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;


 


(e) the books and records of the Company
were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable
business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made
available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s);


 


(f) by execution hereof the Subscriber
has waived the need for the Company to communicate his acceptance of the purchase of the Shares pursuant to this Subscription Agreement;


 


(g) the Company is entitled to rely on
the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber
will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete
this Subscription Agreement;


 






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(h) the Subscriber will indemnify and
hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from
and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs
and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding
or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber
contained herein or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material
respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection
therewith;


 


(i) the issuance and sale of the Shares
to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in
the best interests of the Company;


 


(j) the Subscriber has been advised to
consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and
with respect to the applicable resale restrictions, and he is solely responsible (and the Company is not in any way responsible) for compliance
with:


 


(i) any applicable laws of the jurisdiction
in which the Subscriber is resident in connection with the distribution of the Shares hereunder; and


 


(ii) applicable resale restrictions;


 





(k) the Subscriber is acquiring the Shares
as principal for his own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;


 


(l)
the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal
for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof,
in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;


 


(m) none of the Shares may be offered
or sold to a U.S. Person or for the account or benefit of a U.S. Person ( other than a distributor) prior to the end of the expiration
of a period of one year after the date of original issuance of the Shares;


 


(n) the statutory and regulatory basis
for the exemption claimed for the offer and sale of the Shares, although in technical compliance with Regulation D, would not be available
if the Offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;


 


(o) [deleted]


 


(p) neither the SEC nor any other securities
commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;


 


(q) no documents in connection with this
Offering have been reviewed by the SEC or any state securities administrators;


 


(r) there is no government or other insurance
covering any of the Shares; and


 


(s) this Subscription Agreement is not
enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company
reserves the right to reject any subscription for any reason.


 






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	5.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER


 


5.1 The Subscriber hereby represents and warrants
to and covenants with the Company (which representations, warranties and covenants shall survive the Closing Date) that:


 


		(a)	the Subscriber is not a U.S. Person (as defined herein);



 


		(b)	the Subscriber is not acquiring the Shares for the account
or benefit of, directly or indirectly, any U.S. Person (as defined herein);



 


		(c)	the Subscriber is resident in the jurisdiction set out on
page 2 of this Subscription Agreement;



 


		(d)	the Subscriber:



 


		(i)	is knowledgeable of, or has been independently advised as
to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident
(the “International Jurisdiction”) which would apply to the acquisition of the Shares,



 


		(ii)	is purchasing the Shares pursuant to exemptions from prospectus or equivalent
requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under
the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,



 


		(iii)	acknowledges that the applicable securities laws of the authorities
in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any
securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any
of the Shares, and



 





		(iv)	represents and warrants that the acquisition of the Shares
by the Subscriber does not trigger:



 


		A.	any obligation to prepare and file a prospectus or similar document, or any other
report with respect to such purchase in the International Jurisdiction, or



 


		B.	any continuous disclosure reporting obligation of the Company in the International
Jurisdiction, and



 


		C.	the Subscriber will, if requested by the Company, deliver to the Company a certificate
or opinion of local counsel from the International Jurisdiction which will confirm the matters referredto in subparagraphs (ii), (iii)
and (iv) above to the satisfaction of the Company, acting reasonably;



 


(e)
the Subscriber is acquiring the Shares as principal for investment only and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any
of the Shares in the United States or to U.S. Persons (as defined herein);


 


(f)
the Subscriber is outside the United States when receiving and executing this Subscription Agreement;


 


(g)
the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions
are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;


 






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(h)
the Subscriber acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed
selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Shares which would
include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market
in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any
of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under
an exemption from such registration requirements and as otherwise provided herein;


 


(i)
the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions
required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its
jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution
and performance of this Subscription Agreement on behalf of the Subscriber;


 


(j)
the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any
of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement,
written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;


 


(k)
the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of
the Subscriber enforceable against the Subscriber;


 


(1) the Subscriber
has received and carefully read this Subscription Agreement;


 


(m)
the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies,
(ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an
indefinite period of time, and can afford the complete loss of such investment;


 





(n)
 the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Shares and the Company, and the Subscriber is providing evidence of knowledge and experience
in these matters through the information requested herein;


 


(o)
the Subscriber understands and agrees that the Company anq others will rely upon the truth and accuracy of the acknowledgements,
representations, warranties, covenants and agreements contained in this Subscription Agreement, and agrees that if any of such acknowledgements,
representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;


 


(p)
the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss
of the investment;


 


(q)
the Subscriber is purchasing the Shares for its own account for investment purposes only and not for the account of any other person
and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Shares,
and the Subscriber has not subdivided his interest in the Shares with any other person;


 


(r)
the Subscriber is not an underwriter of, or dealer in, the Shares, nor is the Subscriber participating, pursuant to a contractual
agreement or otherwise, in the distribution of the Shares;


 






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(s)
the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended
on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber’s
decision to invest in the Shares and the Company;


 


(t)
if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment
discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations
and agreements on behalf of such account;


 


(u)
the Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of
general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;


 


		(v)	no person has made to the Subscriber any written or oral representations:



 


		(i)	that any person will resell or repurchase any of the Shares,



 


		(i)	that any person will refund the purchase price of any of the Shares,



 


		(ii)	as to the future price or value of any of the Shares, or



 


		(iii)	that any of the Shares will be listed and posted for trading on any stock exchange
or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock
exchange or automated dealer quotation system; and



 


(w)
the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber’s Subscription for acceptance unless
the undersigned provides to the Company, along with an executed copy of this Subscription Agreement and such other supporting documentation
that the Company or its legal counsel may request to establish the Subscriber’s qualification as a qualified investor.


 





5.2  In
this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S promulgated under
the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.


 


	6.	ACKNOWLEDGEMENT AND WAIVER


 


6.1 The Subscriber has acknowledged that the decision
to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law,
any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution
of any of the Shares.


 


	7.	REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY


 


7.1 The Subscriber acknowledges that the acknowledgements,
representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its
legal counsel in determining the Subscriber’s eligibility to purchase the Shares under applicable securities legislation, or (if
applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation.
The Subscriber further agrees that by accepting delivery of the certificates representing the Shares, it will be representing and warranting
that the acknowledgements representations and warranties contained herein are true and correct as of the date hereof and will continue
in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.


 


	8.	RESALE RESTRICTIONS


 


8.1 The Subscriber acknowledges that any resale
of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed
transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any
state of the United States. None of the Shares may be offered or sold in the United States unless registered in accordance with federal
securities laws and all applicable state securities laws or exemptions from such registration requirements are available.


 






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	9.	LEGENDING AND REGISTRATION OF SUBJECT SECURITIES


 


9.1 The Subscriber hereby acknowledges that upon
the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the
certificates representing any of the Shares will bear a legend in substantially the following form:


 


THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A


 


PERSON WHO IS NOT A U.S. PERSON
(AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


 


NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY
NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.


 





9.2 The Subscriber hereby acknowledges and agrees
to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to
implement the restrictions on transfer set forth and described in this Subscription Agreement.


 


	10.	COLLECTION OF PERSONAL INFORMATION


 


10.1 The Subscriber acknowledges and consents
to the fact that the Company is collecting the Subscriber’s personal information for the purpose of fulfilling this Subscription
Agreement and completing the Offering. The Subscriber’s personal information (and, if applicable, the personal information of those
on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company’s registrar and transfer agent and (c) any of the other parties involved in the Offering, including
legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber
is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable,
the personal information of those on whose behalf the Subscriber is contracting hereunder) and to the retention of such personal information
for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be purchasing Shares as agent
on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the foregoing.


 


	11.	COSTS


 


11.1 The Subscriber acknowledges and agrees that
all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber)
relating to the purchase of the Shares shall be borne by the Subscriber.


 






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	12.	GOVERNING LAW


 


12.1 This Subscription Agreement is governed by
the laws of the State of New York and the federal laws of the United States applicable thereto. The Subscriber, in its personal or corporate
capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably agrees to the exclusive jurisdiction
of the Courts of the State of New York, County of New York, and Borough of Manhattan.


 


	13.	SURVIVAL


 


13.1 This Subscription Agreement, including without
limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be
binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.


 


	14.	ASSIGNMENT


 


14.1 This Subscription Agreement is not transferable or assignable.


 


	15.	SEVERABILITY


 


15.1 The invalidity or unenforceability of any
particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions
of this Subscription Agreement.


 


	16.	ENTIRE AGREEMENT


 


16.1 Except as expressly provided in this Subscription
Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains
the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations
or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.


 


	17.	NOTICES


 


17.1 All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices
to the Subscriber shall be directed to the address on page 2 and notices to the Company shall be directed to it at the first page of this
Subscription Agreement.


 


	18.	COUNTERPARTS AND ELECTRONIC MEANS


 


18.1 This Subscription Agreement may be executed
in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall
constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means
of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement
as of the date hereinafter set forth.


 


 


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